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Exhibit 4.10  


 



  

ARCH CAPITAL GROUP (U.S.) INC.,

as Issuer,  


 ARCH CAPITAL GROUP LTD.,

as Guarantor,  


 and  


 [NAME OF TRUSTEE],  


 as Trustee  




 INDENTURE



Dated as of                        , 200  




 Senior Debt Securities  


 



  









        Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of
[                        ], [        ]. 



	Trust Indenture Act Section
 
	 	Indenture Section

	§ 310(a)	 	609
	                                   (b)
	 	608, 610
	                                   (c)
	 	Not Applicable
	§ 311(a)	 	613
	                                   (b)
	 	613
	                                   (c)
	 	Not Applicable
	§ 312(a)	 	701, 702
	                                   (b)
	 	702
	                                   (c)
	 	702
	§ 313(a)	 	703(a)
	                                   (b)
	 	703(b)
	                                   (c)
	 	703(b)
	                                   (d)
	 	703(b) and (c)
	§ 314(a)	 	704
	                                   (b)
	 	Not Applicable
	                                   (c)
	 	102
	                                   (d)
	 	Not Applicable
	                                   (e)
	 	102
	                                   (f)
	 	Not Applicable
	§ 315(a)	 	601
	                                   (b)
	 	602, 703(b)
	                                   (c)
	 	601(b)
	                                   (d)
	 	601(c)
	                                   (e)
	 	514
	§ 316(a)(1)	 	512, 513
	                                   (b)
	 	508
	                                   (c)
	 	104(d)
	§ 317(a)(1)	 	503
	                                   (a)(2)
	 	504
	                                   (b)
	 	1003
	§ 318(a)	 	107





	 
	 	 

	NOTE:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.










  



 
 

TABLE OF CONTENTS    
    


 
 

ARTICLE ONE
  
    DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION    




	 
	 	 
	 	Page

	

SECTION 101.	
 	

Definitions.	
 	

1
	SECTION 102.	 	Compliance Certificates and Opinions.	 	5
	SECTION 103.	 	Form of Documents Delivered to Trustee.	 	6
	SECTION 104.	 	Acts of Holders.	 	6
	SECTION 105.	 	Notices, Etc., to Trustee and Company.	 	7
	SECTION 106.	 	Notice to Holders; Waiver.	 	8
	SECTION 107.	 	Conflict with Trust Indenture Act.	 	8
	SECTION 108.	 	Effect of Headings and Table of Contents.	 	8
	SECTION 109.	 	Successors and Assigns.	 	8
	SECTION 110.	 	Severability Clause.	 	8
	SECTION 111.	 	Benefits of Indenture.	 	8
	SECTION 112.	 	GOVERNING LAW.	 	8
	SECTION 113.	 	Legal Holidays.	 	8
	SECTION 114.	 	References to Currency.	 	9
	SECTION 115.	 	Agent for Service; Submission to Jurisdiction; Waiver of Immunities.	 	9
	SECTION 116.	 	Judgment Currency.	 	9
	

ARTICLE TWO
	

SECURITY FORMS
	

SECTION 201.	
 	

Forms Generally.	
 	

10
	SECTION 202.	 	Form of Trustee's Certificate of Authentication.	 	10
	SECTION 203.	 	Securities Issuable in the Form of a Global Security.	 	10
	SECTION 204.	 	Form of Guarantee.	 	12
	

ARTICLE THREE
	

THE SECURITIES
	

SECTION 301.	
 	

Amount Unlimited; Issuable in Series.	
 	

13
	SECTION 302.	 	Denominations.	 	15
	SECTION 303.	 	Execution, Authentication, Delivery and Dating.	 	15
	SECTION 304.	 	Temporary Securities.	 	16
	SECTION 305.	 	Registration, Registration of Transfer and Exchange.	 	16
	SECTION 306.	 	Mutilated, Destroyed, Lost and Stolen Securities.	 	17
	SECTION 307.	 	Payment of Interest; Interest Rights Preserved.	 	18
	SECTION 308.	 	Persons Deemed Owners.	 	19
	SECTION 309.	 	Cancellation.	 	19
	SECTION 310.	 	Computation of Interest.	 	19
	SECTION 311.	 	CUSIP and ISIN Numbers.	 	19
	

ARTICLE FOUR
	

SATISFACTION AND DISCHARGE
	 	 	 	 	 





i







 

	

SECTION 401.	
 	

Satisfaction and Discharge of Indenture.	
 	

19
	SECTION 402.	 	Application of Trust Funds; Indemnification.	 	20
	SECTION 403.	 	Defeasance and Discharge of Indenture.	 	21
	SECTION 404.	 	Defeasance of Certain Obligations.	 	22
	SECTION 405.	 	Reinstatement.	 	23
	

ARTICLE FIVE
	

REMEDIES
	

SECTION 501.	
 	

Events of Default.	
 	

23
	SECTION 502.	 	Acceleration of Maturity: Rescission and Annulment.	 	24
	SECTION 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	 	25
	SECTION 504.	 	Trustee May File Proofs of Claim.	 	26
	SECTION 505.	 	Trustee May Enforce Claims Without Possession of Securities.	 	26
	SECTION 506.	 	Application of Money Collected.	 	27
	SECTION 507.	 	Limitation on Suits.	 	27
	SECTION 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	27
	SECTION 509.	 	Restoration of Rights and Remedies.	 	28
	SECTION 510.	 	Rights and Remedies Cumulative.	 	28
	SECTION 511.	 	Delay or Omission Not Waiver.	 	28
	SECTION 512.	 	Control by Holders.	 	28
	SECTION 513.	 	Waiver of Past Defaults.	 	28
	SECTION 514.	 	Undertaking for Costs.	 	29
	SECTION 515.	 	Waiver of Stay or Extension Laws.	 	29
	

ARTICLE SIX
	

THE TRUSTEE
	

SECTION 601.	
 	

Certain Duties and Responsibilities.	
 	

29
	SECTION 602.	 	Notice of Defaults.	 	30
	SECTION 603.	 	Certain Rights of Trustee.	 	31
	SECTION 604.	 	Not Responsible for Recitals or Issuance of Securities.	 	31
	SECTION 605.	 	May Hold Securities.	 	32
	SECTION 606.	 	Money Held in Trust.	 	32
	SECTION 607.	 	Compensation and Reimbursement.	 	32
	SECTION 608.	 	Disqualification; Conflicting Interests.	 	33
	SECTION 609.	 	Corporate Trustee Required; Eligibility.	 	33
	SECTION 610.	 	Resignation and Removal; Appointment of Successor.	 	33
	SECTION 611.	 	Acceptance of Appointment by Successor.	 	34
	SECTION 612.	 	Merger, Conversion, Consolidation or Succession to Business.	 	35
	SECTION 613.	 	Preferential Collection of Claims Against Company.	 	35
	

ARTICLE SEVEN
	

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
	

SECTION 701.	
 	

Company to Furnish Trustee Names and Addresses of Holders.	
 	

36
	SECTION 702.	 	Preservation of Information; Communications to Holders.	 	36
	SECTION 703.	 	Reports by Trustee.	 	36
	SECTION 704.	 	Reports by Guarantor.	 	36
	

ARTICLE EIGHT
	 	 	 	 	 



ii







 

	

SUCCESSOR CORPORATION
	

SECTION 801.	
 	

When Company or Guarantor May Merge or Transfer Assets.	
 	

37
	

ARTICLE NINE
	

AMENDMENTS & SUPPLEMENTAL INDENTURES
	

SECTION 901.	
 	

Amendments or Supplemental Indentures without Consent of Holders.	
 	

38
	SECTION 902.	 	Amendments or Supplemental Indentures with Consent of Holders.	 	38
	SECTION 903.	 	Execution of Supplemental Indentures.	 	40
	SECTION 904.	 	Effect of Supplemental Indentures.	 	40
	SECTION 905.	 	Conformity with Trust Indenture Act.	 	40
	SECTION 906.	 	Reference in Securities to Supplemental Indentures.	 	40
	

ARTICLE TEN
	

COVENANTS
	

SECTION 1001.	
 	

Payment of Principal, Premium and Interest.	
 	

40
	SECTION 1002.	 	Maintenance of Office or Agency.	 	41
	SECTION 1003.	 	Money for Securities; Payments to Be Held in Trust.	 	41
	SECTION 1004.	 	Corporate Existence.	 	42
	SECTION 1005.	 	Statement by Officers as to Default.	 	42
	SECTION 1006.	 	Waiver of Certain Covenants.	 	43
	

ARTICLE ELEVEN
	

REDEMPTION OF SECURITIES
	

SECTION 1101.	
 	

Applicability of Article.	
 	

43
	SECTION 1102.	 	Election to Redeem; Notice to Trustee.	 	43
	SECTION 1103.	 	Selection by Trustee of Securities to Be Redeemed.	 	43
	SECTION 1104.	 	Notice of Redemption.	 	44
	SECTION 1105.	 	Deposit of Redemption Price.	 	44
	SECTION 1106.	 	Securities Payable on Redemption Date.	 	44
	SECTION 1107.	 	Securities Redeemed in Part.	 	45
	

ARTICLE TWELVE
	

SINKING FUNDS
	

SECTION 1201.	
 	

Applicability of Article.	
 	

45
	SECTION 1202.	 	Satisfaction of Sinking Fund Payments with Securities.	 	46
	SECTION 1203.	 	Redemption of Securities for Sinking Fund.	 	46
	

ARTICLE THIRTEEN
	

GUARANTEE OF SECURITIES
	SECTION 1301.	 	Unconditional Guarantee.	 	47
	SECTION 1302.	 	Execution and Delivery of Guarantee.	 	47
	SECTION 1303.	 	Obligations of the Guarantor Unconditional.	 	48
	SECTION 1304.	 	Waivers.	 	50
	SECTION 1305.	 	Amendment, Etc.	 	50




iii











        INDENTURE, dated as of                        , 200  , among
Arch Capital Group (U.S.) Inc., a Delaware corporation (herein called the  "Company"), having its principal office at 20 Horseneck Lane, Greenwich, CT 20380, Arch Capital Group Ltd.,
a Bermuda limited company
(herein called the "Guarantor") and [Name of Trustee], as trustee hereunder (herein called the  "Trustee"). 


 
 

RECITALS OF THE COMPANY    



        The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. 



        All
things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 


        The
Guarantor, directly or indirectly, owns beneficially 100% of the issued share capital of the Company. 


        The
Guarantor has duly authorized the execution and delivery of this Indenture to provide for the Guarantee of the Securities provided for herein. 


        All
things necessary to make this Indenture a valid agreement of the Guarantor, in accordance with its terms, have been done. 


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


        For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows: 


 
 

ARTICLE ONE
  
    DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION    
    


SECTION
101.    Definitions.    


        For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 



        (1)   the
terms defined in this article have the meanings assigned to them in this article and include the plural as well as the singular; 


        (2)   all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 



        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States,
and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation; 


        (4)   the
words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other
subdivision; and 


        (5)   all
references used herein to the male gender shall include the female gender. 




        "Act," when used with respect to any Holder, has the meaning specified in Section 104. 


        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of 







 



voting
securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 


        "Board of Directors" means either the board of directors (or the functional equivalent thereof) of the Company or the Guarantor or any
duly authorized committee of that board duly authorized to act hereunder. 



        "Board Resolution" means a copy of a resolution, certified by the secretary or an assistant secretary of the Company or the Guarantor, as
the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee. 


        "Business Day" means, with respect to any Securities, a day that in the City of New York or in any Place of Payment is not a day on which
banking institutions are authorized by law or regulation to close. 


        "Capital Stock" for any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person, including preference shares, but excluding any debt securities convertible into such equity. 


        "Certificated Securities" means Securities that are in registered definitive form. 


        "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such
time. 


        "Common Shares" means the common shares, $0.01 par value per share, of Arch Capital Group Ltd. existing on the date of this
Indenture or any other shares of Capital Stock of Arch Capital Group Ltd. into which such common shares shall be reclassified or changed. 


        "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. 


        "Company Request" or "Company Order" means a written request or order signed in the name
of the Company or the Guarantor, as the case may be, by its chairman of the Board of Directors, a vice chairman, its president or a vice president, and by its treasurer, an assistant treasurer, its
secretary or an assistant secretary, and delivered to the Trustee. 


        "Corporate Trust Office" means the office of the Trustee at which at any particular time the trust created by this Indenture shall be
administered, which office, at the time of the execution of this Indenture, is located at [                        ]. 


        "Defaulted Interest" has the meaning specified in Section 307. 



        "Depositary" means, unless otherwise specified by the Company pursuant to either Section 203 or 301, with respect to Securities of
any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered under the Exchange Act of 1934 or other applicable statute or
regulation. 


        "Event of Default" has the meaning specified in Section 501. 


        "Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the
Commission thereunder. 


        "Global Security" means a Security issued to evidence all or a part of any series of Securities which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or 


2







 



pursuant
to the Depositary's instruction, all in accordance with this Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee. 



        "Guarantee" means the guarantee by the Guarantor pursuant to Article Thirteen applicable to any Security which is authenticated and
delivered pursuant to this Indenture, which guarantee is endorsed on such Security by the Guarantor pursuant to Article Thirteen. 


        "Guarantor" means the Person named as the "Guarantor" in the first paragraph of this Indenture until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantor" shall mean such successor Person. 



        "Holder" means a Person in whose name a Security is registered in the Security Register. 


        "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
amendments or indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by
Section 301. 


        "Interest Payment Date," when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 



        "Issuer" means each of the Company and the Guarantor. 


        "Maturity," when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 


        "Officers' Certificate" means a certificate signed by (i) the chairman of the board, the president, a vice president or a director,
and (ii) the principal financial officer, a vice president, the treasurer, an assistant treasurer, the secretary or an assistant secretary, of the Company or the Guarantor, as the case may be,
and delivered to the Trustee. 


        "Opinion of Counsel" means written opinion of counsel, who may be counsel for the Company and who shall be acceptable to the Trustee. 


        "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 



        "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except: 



        (i)    Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 


        (ii)   Securities
for whose payment or redemption money or evidences of indebtedness in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company or the Guarantor) in trust or set aside and segregated in trust by the Company or the Guarantor (if the Company or the Guarantor shall act as Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and 


        (iii)  Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; 



3







 





provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or the Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or the Guarantor or of such other obligor. In case of a dispute as to such right, any decision by the Trustee shall be full protection to the Trustee. Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the
above-described Persons; and, subject to Section 601, the Trustee shall be entitled to accept such Officers' Certificate as conclusive evidence of the facts therein set forth and of the fact
that all Securities not listed therein are Outstanding for the purposes of any such determination. 


        "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company. 


        "Person" means any individual, corporation, exempted limited company, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 


        "Place of Payment," when used with respect to the Securities of any series, means the place or places where the principal of (and premium,
if any) and interest on the Securities of that series are payable as specified as contemplated by Section 301. 


        "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 


        "Redemption Date," when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture. 


        "Redemption Price," when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture. 


        "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for
that purpose as contemplated by Section 301. 


        "Responsible Officer," when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters with respect to this Indenture (which, for the avoidance of doubt, includes without limitation any supplemental indenture hereto). 



        "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. 


        "Security Register" and "Security Registrar" have the respective meanings specified in
Section 305. 


        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 


4







 



        "Stated Maturity," when used with respect to any Security or any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 


        "Subsidiary" means, with respect to any Person: 



        (1)   any
corporation or company a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination,
directly or indirectly, owned by such Person (a "subsidiary"), by one or more subsidiaries of such Person or by such Person and one or more subsidiaries
of such Person; 


        (2)   a
partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or 


        (3)   any
partnership, limited liability company or other Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person,
directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power to elect or appoint or direct the election or appointment of the
managing partner or member of such Person or, if applicable, a majority of the directors or other governing body of such Person. 




        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, and in force at the date as of which this instrument was
executed, except as provided in Section 905. 


        "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 


        "U.S. Government Obligations" means securities which are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as to the timely payment of principal and interest as a full faith and credit obligation by the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company which is a member of the Federal Reserve System and having a combined
capital and surplus of at least $50,000,000 as custodian with respect to any such obligation evidenced by such depository receipt or a specific payment of interest on or principal of any such
obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the obligation set forth in (i) or
(ii) above or the specific payment of interest on or principal of such obligation evidenced by such depository receipt. 


SECTION
102.    Compliance Certificates and Opinions.    


        Upon
any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be,
shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and, where
appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished. 


5







 

        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 



        (1)   a
statement that the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such condition or covenant has been complied with; and 


        (4)   a
statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with. 




SECTION
103.    Form of Documents Delivered to Trustee.    


        In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        Any
certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is erroneous. Any certificate of
counsel or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the Company or the Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous. 


        Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument. 


SECTION
104.    Acts of Holders.    



        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company or the Guarantor, if made in the
manner provided in this section. 


        (b)   The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may be proved in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in any reasonable manner which the Trustee deems sufficient. 



6







 




        (c)   The
ownership of Securities shall be proved by the Security Register. 


        (d)   If
the Company or the Guarantor shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or the
Guarantor may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company or the Guarantor shall have no obligation to do so. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act maybe given
before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities shall be computed as of such record date; provided,  however, that no such authorization, agreement or
consent by such Holders on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after the record date. 


        (e)   Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or
the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 




SECTION
105.    Notices, Etc., to Trustee and Company.    



        Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with, 



        (1)   the
Trustee by any Holder or by the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, Attention: [                        ], or 



        (2)   the
Company or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument (or, if to the Guarantor, to
Arch Capital Group Ltd., Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda Attn: Secretary) or at any other address previously furnished in writing to the Trustee by the Company, to
the attention of the general counsel of the Company or the Guarantor for such purpose. 



7









  





SECTION 106.    Notice to Holders; Waiver.


        Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver. 



        In
case by reason of the suspension of regular mail service or by reason of any other case it shall be impracticable to give such notice by mail, then such notification as shall be made
with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 


SECTION
107.    Conflict with Trust Indenture Act.


        If
any provision hereof limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required or deemed provision shall control. 


SECTION
108.    Effect of Headings and Table of Contents.


        The
article and section headings herein and the table of contents are for convenience only and shall not affect the construction hereof. 


SECTION
109.    Successors and Assigns.


        All
covenants and agreements in this Indenture by each of the Company or the Guarantor shall bind its successors and assigns, whether so expressed or not. 


SECTION
110.    Severability Clause.



        In
case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby. 


SECTION
111.    Benefits of Indenture.


        Nothing
in this Indenture or in the Securities or in the Guarantee, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 



SECTION
112.    GOVERNING LAW.


        THIS
INDENTURE AND THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 


SECTION
113.    Legal Holidays.


        In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest 


8







 



Payment
Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount payable on such date or at such date
for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such next succeeding Business Day. 


SECTION
114.    References to Currency.


        All
references in this Indenture to "dollars" or "$" are to the currency of the United States of America. 


SECTION
115.    Agent for Service; Submission to Jurisdiction; Waiver of Immunities.


        By
the execution and delivery of this Indenture, the Guarantor (i) acknowledges that it has, by separate written instrument, designated and appointed
[                        ] (the "Process Agent"),
[                        ], as its authorized agent upon which process
may be served in any suit, action or proceeding arising out of or relating to the Guarantee or this Indenture that may be instituted in any Federal or state court in the State of New York, The City of
New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and
acknowledges that the Process Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding and (iii) agrees that service
of process upon the Process Agent and written notice of said service to it at its principal office in accordance with Section 105 hereof), shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. The Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be
necessary to continue such designation and appointment of the Process Agent in full force and effect so long as the Guarantee shall be outstanding; provided that the Guarantor may (and shall, to the
extent the Process Agent ceases to be able to be served on the basis contemplated herein) by written notice to the Trustee, designate such additional or alternative agents for service of process under
this Section 115 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the
Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for
service of process in accordance with this Section 115. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The
City of New York, State of New York. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Guarantor appointed and acting in accordance with
this Section 115. 


        By
execution and delivery of this Indenture, the Company submits to the jurisdiction of any federal or state court in the State of New York, The City of New York, the Borough of
Manhattan, in any suit, action or proceeding arising out of or relating to the Securities or this Indenture. 


        To
the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations
under the above-referenced documents, to the extent permitted by law. 


SECTION
116.    Judgment Currency.


        The
Guarantor hereby agrees to indemnify the Trustee and each Holder against any loss incurred by any of them as a result of any judgment or order being given or made for any amount due
under this Indenture or the Guarantee and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than U.S.
dollars and as result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and
(ii) the spot rate of exchange in The City of New York at which any such Person on the date of payment of such judgment or order is able to purchase U.S. 


9







 



dollars
with the amount of the Judgment Currency actually received by such Person. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "spot rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars. 


 
 

ARTICLE TWO    
    
    SECURITY FORMS    
    


SECTION
201.    Forms Generally.


        The
Securities of each series shall be in substantially the forms established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any
indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If
the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant
secretary of each of the Company and the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery
of such Securities. 


        The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities. 


SECTION
202.    Form of Trustee's Certificate of Authentication.



        The
Trustee's certificate of authentication required by this article shall be in substantially the form set forth below and executed by the Trustee by manual signature. 


        "This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 


Dated:




	 
	 	 
	 	 

	 	 	[NAME OF TRUSTEE],

as Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Officer"





SECTION
203.    Securities Issuable in the Form of a Global Security.


        (a)   If
the Company shall establish pursuant to Sections 201 and 301 that the Securities of a particular series are to be issued in whole or in part in the form of one or
more Global Securities, then the Company (along with an executed Guarantee endorsed thereon) shall execute and the Trustee shall, in accordance with Section 303 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver, such Global Security or Securities (including the Guarantees thereon), which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or its custodian or pursuant to the 


10







 



Depositary's
instruction and (iv) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY (AND THE RELATED GUARANTEE) MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE
DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER AND THE GUARANTOR OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." 


        (b)   Notwithstanding
any other provision of this section or of Section 305, unless the terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to another nominee of the
Depositary for such Global Security, or to a successor Depositary for such Global Security selected or approved by the Company or to a nominee of such successor Depositary. 


        (c)   (i) If
at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or
if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company will execute a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global
Security, and the Trustee, upon receipt of such Company Order, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such Global Security and the Guarantor shall execute Guarantees thereon. 



         (ii)  If
an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both, would constitute
an Event of Default with respect to the Securities represented by such Global Security, the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global Security and the Guarantor shall execute Guarantees thereon. 



        (iii)  The
Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such Global Security or Securities 



11







 




representing
such series to be so exchanged for such Global Security or Securities and the Guarantor shall execute Guarantees thereon. 


        (iv)  If
specified by the Company pursuant to Section 301 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable
to the Company and such Depositary. Thereupon the Company shall execute, the Guarantor shall execute Guarantees, and the Trustee shall authenticate and deliver, without service charge, (1) to
each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination of $1,000 and any integral multiple thereof as
requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of
like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered
to Holders thereof. 


         (v)  In
any exchange provided for in any of the preceding four paragraphs, the Company will execute, the Guarantor shall execute Guarantees on and the Trustee will
authenticate and deliver individual Securities in definitive registered form in authorized denominations of $1,000 and any integral multiple thereof. Upon the exchange of a Global Security for
individual Securities, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this section shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Persons in whose names such Securities are so registered. 




SECTION
204.    Form of Guarantee.


        The
form of Guarantee shall be set forth on the Securities as follows: 



        For
value received, Arch Capital Group Ltd. hereby unconditionally and irrevocably guarantees on an unsecured, unsubordinated basis to the holder of this Security the payment of
principal of and premium, if any, and interest on the Security upon which this Guarantee is endorsed in the amounts and at the times when due and payable whether by declaration thereof, or otherwise,
and interest on the overdue principal, premium, if any, and interest of such Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the
Securities, to the holder of such Security and the Trustee, all in accordance with and subject to the terms and limitations of such Security and Article Thirteen of the Indenture. This Guarantee will
not become effective until the Trustee duly executes the certificate of authentication on this Security. This Guarantee shall be governed by and construed in accordance with the laws of the State of
New York. 




        Dated: 



	 
	 	 
	 	 

	 	 	ARCH CAPITAL GROUP LTD.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:




12








  



 
 

ARTICLE THREE    
    
    THE SECURITIES    
    


SECTION
301.    Amount Unlimited; Issuable in Series.


        The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


        The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution of each of the Company and the Guarantor and set forth in an Officers'
Certificate of each of the Company and the Guarantor, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 



        (1)   any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 203, 304, 305, 306, 906 or 1107); 


        (2)   if
the price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price other than the principal amount
thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such Securities that is
convertible into another security or the method by which any such portion shall be determined; 


        (3)   the
date or dates on which the principal of the Securities of the series is payable; 


        (4)   the
rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates
on which such interest shall be payable and the Regular Record Date for the interest payable on the Interest Payment Date; 



        (5)   the
obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; 


        (6)   the
period of periods within which, the price or prices or ratios at which and the terms and conditions upon which Securities of the series may be redeemed, converted or
exchanged, in whole or in part; 


        (7)   if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 


        (8)   if
other than the full principal amount, the portion of the principal amount of debt Securities of the series which will be payable upon declaration of acceleration or
provable in bankruptcy; 


        (9)   any
events of default not set forth in this Indenture; 


        (10) the
currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be
payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency of the United States of America as at the time of payment is legal tender
for payment of public or private debts; 



13







 




        (11) if
the principal of (and premium, if any) or interest, if any, on such Securities is to be payable, at the election of the Company or any Holder thereof, in a coin or
currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the terms and conditions upon which, such election may be made; 



        (12) whether
interest will be payable in cash or additional Securities at the Company's or the Holders' option and the terms and conditions upon which the election may be
made; 


        (13) if
such Securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America, the
equivalent price in the currency of the United States of America for purposes of determining the voting rights of Holders of such Securities as Outstanding Securities under this Indenture; 


        (14) if
the amount of payments of principal of (and premium, if any), or portions thereof, or interest, if any, on such Securities may be determined with reference to an
index, formula or other method based on a coin or currency other than that in which such Securities are stated to be payable, the manner in which such amounts shall be determined; 


        (15) any
restrictive covenants or other material terms relating to the offered debt securities, which covenants and terms shall not be inconsistent with the provisions of
this Indenture; 


        (16) whether
the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities; 


        (17) any
listing of such Securities on any securities exchange; 


        (18) additional
or alternative provisions, if any, related to defeasance and discharge of the offered debt Securities; 


        (19) the
applicability of the Guarantee or any other guarantees; 


        (20) if
convertible into Common Shares, the terms on which such Securities are convertible, including the initial conversion price, the conversion period, any events
requiring an adjustment of the applicable conversion price and any requirements relating to the reservation of such Common Shares for purposes of conversion; 


        (21) provisions,
if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 


        (22) each
initial Place of Payment; and 


        (23) any
other terms of the series, which terms shall not be inconsistent with the provisions of this Indenture. 




        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto. 


        If
any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by
the secretary or an assistant secretary of the Company or the Guarantor, as applicable, and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of
the Securities of any series (any one Person may sign both such copy in his capacity as secretary or assistant secretary and such Officer's Certificate in his capacity as an officer). 


14







 



SECTION
302.    Denominations.


        The
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of
any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 


SECTION
303.    Execution, Authentication, Delivery and Dating.


        The
Securities shall be executed on behalf of the Company by two Persons who shall be either officers or directors of the Company duly authorized by the Company (by all requisite
corporate actions). The signature of any authorized Persons on the Securities may be manual or facsimile. 


        Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them
have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, or by one or more
indentures supplemental hereto as provided by Section 901, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, if it so requests, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel of the Company stating 




        (a)   that
such form has been established in conformity with the provisions of this Indenture; 


        (b)   that
such terms have been established in conformity with the provisions of this Indenture; 


        (c)   that
this Indenture and such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; 


        (d)   that
all laws and requirements in respect of the execution and delivery by the Company of the Securities have been complied with; and 


        (e)   such
other matters as the Trustee may reasonably request. 





If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 


        Each
Security shall be dated the date of its authentication unless otherwise provided by the terms established and contemplated by Section 301. 



        No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form 


15







 

provided
for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 


SECTION
304.    Temporary Securities.



        Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 


        If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series
at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and the
Guarantors shall execute Guarantees thereon. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series. 


SECTION
305.    Registration, Registration of Transfer and Exchange.


        The
Company shall cause to be kept at one of its offices or agencies maintained pursuant to Section 1002 or at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security
Register") in which, subject to Section 203 and to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee initially is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company may act as
Security Registrar and may change or appoint a Security Registrar without prior notice to Holders or to the Trustee. 


        Subject
to Section 203, upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall
execute and the Guarantors shall execute Guarantees on, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount and tenor. In the case of a transfer of part of any Security, the Company shall execute, the Guarantor shall execute
Guarantees on, and the Trustee shall authenticate and deliver, one or more new Securities of the same series in the name of the designated transferee or transferees, in respect of the part
transferred, and one or more new Securities of the same series, in respect of the balance of the old Security not transferred, in the name of the transferor. 


        Subject
to Section 203, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall
execute, the Guarantors shall execute Guarantees on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 


16







 



        All
Securities issued upon any registration or transfer or exchange of Securities and the Guarantees thereon shall be valid obligations of the Company and the Guarantor, respectively,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 



        Every
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 


        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 203, 304, 906 or 1107 not
involving any transfer. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that series selected for redemption (under Section 1103) and ending at the close of business on the day of such mailing,
or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 


SECTION
306.    Mutilated, Destroyed, Lost and Stolen Securities.



        If
there shall be delivered to the Company, the Guarantor and the Trustee (i)(A) any mutilated Security or (B) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company and the Guarantor, if applicable, shall execute and upon its request the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security or in exchange for such mutilated Security, a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security. 


        Upon
the issuance of any new Security under this section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 


        Every
new Security of any series issued pursuant to this section in lieu of any destroyed, lost or stolen Security or in exchange for such mutilated Security, shall constitute an
original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Securities and the Guarantee of that series duly issued hereunder. 


17









  





        The provisions of this section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities. 


SECTION
307.    Payment of Interest; Interest Rights Preserved.    



        Interest
on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 


        Any
interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company or the Guarantor, at its election in each case, as provided in clause (1) or (2) below: 



        (1)   The
Company or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company or the
Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment (which proposed payment date
shall be not less than 20 days after the Company's written notice to the Trustee, unless the Trustee and the Company shall agree otherwise), and at the same time the Company or the Guarantor
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix the Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company and the Guarantor of such
Special Record Date and, in the name and at the expense of the Company or the Guarantor, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 


        (2)   The
Company or the Guarantor may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company or the Guarantor to the Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 




        Subject
to the foregoing provisions of this section, each Security lawfully delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


18







 

SECTION
308.    Persons Deemed Owners.    


        The
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary. 


SECTION
309.    Cancellation.    


        All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as provided in this section, except as expressly permitted by this Indenture. The Trustee shall destroy cancelled Securities in
accordance with its customary procedures, and, if so requested by the Company in writing, deliver a certificate of such destruction to the Company or the Guarantor. 


SECTION
310.    Computation of Interest.    


        Except
as otherwise specified as contemplated by Section 301 for the Securities of any series, interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months. 


SECTION
311.    CUSIP and ISIN Numbers.    


        The
Company in issuing the Securities may use "CUSIP" and "ISIN" numbers (if then generally in use), and the Trustee shall use CUSIP or ISIN numbers, as the case may be, in notices of
redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of
redemption or exchange. 


 
 

ARTICLE FOUR    
    
    SATISFACTION AND DISCHARGE    
    


SECTION
401.    Satisfaction and Discharge of Indenture.    


        This
Indenture shall upon Company Request from the Company and the Guarantor cease to be of further effect with respect to any series of Securities (except with respect to Sections 304,
305, 306, 402, 405, 606, 607, 608, 609, 610, 611, 612, 613, 701, 702, 1002 and 1003 and Article Twelve, in each case, to the extent such Section or Article relates to such series of Securities, which
Sections and Article shall survive until no Securities of such series are Outstanding), and the Trustee, at the expense of the Company or the Guarantor, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to any series of Securities, on the first date when 



        (1)   either




        (A)  all
Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or 




19







 


discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 



        (B)  all
such Securities not theretofore delivered to the Trustee for cancellation 



          (i)  have
become due and payable, or 


         (ii)  will
become due and payable at their Stated Maturity within one year, or 


        (iii)  are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company or the Guarantor, 




and
the Company or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose 


          (i)  money
in U.S. dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or 


         (ii)  (a)
U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one
day before the due date of any payment referred to in clause (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government Obligations,
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, 


to
pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit
(in the
case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 




        (2)   if
all series of Securities are being discharged, the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company or the
Guarantor; and 


        (3)   the
Company and the Guarantor have delivered to the Trustee an Officers' Certificate (upon which the Trustee may conclusively rely) stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 




        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section 607, and, if money or U.S.
Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this section, the obligations of the Trustee under Section 402 and the
next to last paragraph of Section 1003, shall survive. 


SECTION
402.    Application of Trust Funds; Indemnification.    



        (a)   Subject
to the provisions of the next to last paragraph of Section 1003, all money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 401, 403 or 404 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 401, 403 or 404 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantor
acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 401, 403 or 404, but such money need not be segregated from other funds
except to the extent required by law. 



20







 

        (b)   The
Company or the Guarantor shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Section 401, 403 or 404, or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders. 


        (c)   The
Trustee shall deliver or pay to the Company or the Guarantor from time to time upon Company Request from the Company or the Guarantor, as the case may be, any U.S.
Government Obligations or
money held by it as provided in Section 401, 403 or 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received. 




SECTION
403.    Defeasance and Discharge of Indenture.    


        The
Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities on the first date all the conditions set forth in the
proviso below are satisfied, and the provisions of this Indenture, as it relates to such Outstanding Securities, shall no longer be in effect (and the Trustee, at the expense of the Company or the
Guarantor, shall at Company Request from the Company or the Guarantor, as the case may be, execute proper instruments acknowledging the same), except as to: 



        (a)   the
rights of Holders of Securities to receive, from the trust funds described in subparagraph (1) hereof, (i) payment of the principal of (and premium, if
any) and each installment of principal of (and premium, if any) or interest on the Securities on the Stated Maturity of such principal or installment of principal or interest or on a Redemption Date
and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and
the Securities; 


        (b)   the
Company's and the Guarantor's obligations with respect to such Securities under Sections 304, 305, 306, 402, 405, 701, 702, 1002 and 1003; and 


        (c)   the
obligations of the Company and the Guarantor to the Trustee under Section 607, 




provided that the following conditions shall have been satisfied: 



        (1)   the
Company or the Guarantor has or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, 



          (i)  money
in U.S. Dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or 


         (ii)  (a)
U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one
day before the due date of any payment referred to in clause (A) or (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government
Obligations, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, 




to
pay and discharge (A) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities on the Stated Maturity of
such principal or installment of principal or interest or on the applicable Redemption Date and (B) any mandatory sinking fund payments applicable to the Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of the Securities; 



21









  




        (2)   such
deposit shall not cause the Trustee with respect to the Securities to have a conflicting interest for purposes of the Trust Indenture Act with respect to the
Securities; 


        (3)   such
deposit will not result in a breach or violation of, or constitute a default under, any applicable laws, this Indenture or any other agreement or instrument to
which the Company or the Guarantor is a party or by which it is bound; 


        (4)   no
Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on
the date of such deposit; and 


        (5)   if
the deposit referred to in subparagraph (1) of this section is to be made on or prior to one year from the Stated Maturity for payment of principal of the
Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service,
in either case to the effect that Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred. 




SECTION
404.    Defeasance of Certain Obligations.



        If
this section is specified to be applicable to Securities of any series, as set forth in an indenture supplemental hereto or Board Resolution with respect to such series, the Company
may omit to comply with (or elect to have the obligation of the Guarantor released) with respect to any term, provision or condition set forth in the sections of this Indenture or such Security with
respect to the Securities of that series ("Covenant Defeasance") if: 



        (1)   with
reference to this section, the Company or the Guarantor has deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, 



          (i)  money
in U.S. dollars (or if the Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or 


         (ii)  (a)
U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one
day before the due date of any payment referred to in clause (A) or (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government
Obligation, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, 





to
pay and discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of that series on the Stated
Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which
such payments are due and payable in accordance with the terms of the Indenture and of such Securities; 



        (2)   such
deposit shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest for purposes of the Trust Indenture Act with
respect to the Securities of any series; 


        (3)   such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the
Guarantor is a party or by which it is bound; 



22







 




        (4)   if
the deposit referred to in subparagraph (1) of this section is to be made on or prior to one year from the Stated Maturity for payment of principal of the
Outstanding Securities, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel with no material qualifications or a favorable ruling of the Internal Revenue Service,
in either case to the effect that Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations
and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred; and 


        (5)   the
Company and the Guarantor shall have delivered to the Trustee an Officers' Certificate (upon which the Trustee may conclusively rely) stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this section have been complied with. 




SECTION
405.    Reinstatement.


        If
the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Sections 401, 403 or 404 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's and the Guarantor's obligations under this Indenture, the
Securities of the applicable series and the Guarantee thereof shall be revived and reinstated as though no deposit had occurred pursuant to Sections 401, 403 or 404, as the case may be, until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Sections 401, 403 or 404; provided  that, if the Company or the Guarantor has
made any payment of principal of or interest on the Securities of any series because of the reinstatement of their obligations, the
Company and the Guarantor shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 


 
 

ARTICLE FIVE    
    
    REMEDIES    
    


SECTION
501.    Events of Default.



        "Event of Default" (except as otherwise specified or contemplated by Section 301 for Securities of any series) wherever used herein
with respect to Securities of any series, means any one of the following events: 



        (1)   default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;
or 


        (2)   default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 


        (3)   default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or 


        (4)   default
in the performance, or breach, of any covenant of the Company or the Guarantor in this Indenture, the Securities or the Guarantee (other than a covenant a
default in whose performance or whose breach is elsewhere in this section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities
other than that series) and continuance of such default or breach for a period of 60 days after there has been given by registered or certified mail, to the Company or the Guarantor by the
Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of 



23







 




the
Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or 



        (5)   the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or the Guarantor in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or the Guarantor a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantor under any applicable law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 


        (6)   the
commencement by the Company or the Guarantor of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of
any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or the Guarantor to the entry of a decree or order for relief in respect of the Company or the
Guarantor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company or the Guarantor, or the filing by the Company or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable law, or the
consent by the Company or the Guarantor to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or the Guarantor or of any substantial part of the Company's or the Guarantor's property, or the making by the Company or the Guarantor of an assignment for the benefit of
creditors, or the admission by the Company or the Guarantor in writing of the Company's or the Guarantor's inability to pay its debts generally as they become due and its willingness to have a case
commenced against it or to seek an order for relief under any applicable bankruptcy, insolvency or other similar law or the taking of corporate action by the Company or the Guarantor in furtherance of
any such action; 


        (7)   the
Guarantee ceases to be in full force and effect or is declared to be null and void and unenforceable or is found to be invalid, in each case by a court of competent
jurisdiction in a final non-appealable judgment, or the Guarantor denies its liability under the Guarantee (other than by reason of release of the Guarantor in accordance with the terms of
this Indenture); or 


        (8)   any
other Event of Default expressly provided with respect to Securities of that series. 




SECTION
502.    Acceleration of Maturity: Rescission and Annulment.


        If
an Event of Default (other than with respect to an Event of Default under clause (5) or (6) of Section 501) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of
that series to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. 


        In
the case of an Event of Default of the type set forth in clause (5) or (6) of Section 501, which occurs and is continuing with respect to Securities of any series
at the time Outstanding, then all unpaid principal of and accrued interest on all such Outstanding Securities of that series shall become 


24







 



immediately
due and payable without any notice or other action on the part of the Trustee or the Holders of any Securities of such series. 


        At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantor and
the Trustee, may rescind and annul such declaration and its consequences if 



        (1)   the
Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay 



        (A)  all
overdue interest on all Securities of that series, 


        (B)  the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at
the rate or rates prescribed therefor in such Securities, 


        (C)  to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 


        (D)  all
sums paid or advanced by the Trustee and any predecessor Trustee hereunder and all sums due the Trustee and any predecessor Trustee under Section 607; 





and




        (2)   all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 




        No
such rescission shall affect any subsequent default or impair any right consequent thereon. 


SECTION
503.    Collection of Indebtedness and Suits for Enforcement by Trustee.


        The
Company and the Guarantor covenant that if 



        (1)   default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 


        (2)   default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 




the
Company or the Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and
premium, if any) and interest and interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, to the extent that
payment of such interest (or premium, if any) shall be legally enforceable, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including all amounts due the Trustee and any predecessor Trustee under Section 607. 


        If
the Company or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 


        If
any Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of 


25







 



Securities
of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 


SECTION
504.    Trustee May File Proofs of Claim.


        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or the Guarantor or any other obligor upon the Securities or the property of the Company or the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the
Guarantor for the payment of overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 




          (i)  to
file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 


         (ii)  to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; 





and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 



        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


SECTION
505.    Trustee May Enforce Claims Without Possession of Securities.


        All
rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered. 


26









  





SECTION 506.    Application of Money Collected.    


        Any
money collected by the Trustee pursuant to this article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid: 



        FIRST:
To the payment of all amounts due the Trustee and each predecessor Trustee under Section 607; 


        SECOND:
To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money
has been collected ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and 


        THIRD:
To the Company. 




SECTION
507.    Limitation on Suits.    


        No
Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless 



        (1)   such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 


        (2)   the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder; 


        (3)   such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 



        (4)   the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 


        (5)   no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount
of the Outstanding Securities of that series; 




it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders. 


SECTION
508.    Unconditional Right of Holders to Receive Principal, Premium and Interest.    


        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security or the Guarantee thereof (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, including under the Guarantee and such rights shall not be impaired without the consent of such Holder. 


27







 



SECTION
509.    Restoration of Rights and Remedies.    


        If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or the Guarantee and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantor, the Trustee and
the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted. 


SECTION
510.    Rights and Remedies Cumulative.    


        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein or in the Guarantee conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


SECTION
511.    Delay or Omission Not Waiver.    


        No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


SECTION
512.    Control by Holders.    


        The
Holders of a majority in principal amount of the Outstanding Securities of any series (or if more than one series is affected thereby, of all series so affected, voting as a single
class) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that 



        (1)   such
direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to holders not
joining therein, and 


        (2)   the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 




SECTION
513.    Waiver of Past Defaults.    


        Subject
to Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities
of such series waive any past default hereunder with respect to such series and its consequences, except a default 



        (1)   in
the payment of the principal of (or premium, if any) or interest on any Security of such series, or 



        (2)   in
respect of a covenant or provision hereof which under this article cannot be modified or amended without the consent of the Holder of each Outstanding Security of
such series affected. 



28







 





        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. 


SECTION
514.    Undertaking for Costs.    


        All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this section shall not apply to any suit instituted by the Company, to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Securities on or after the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on or after the Redemption Date). This Section 514 shall be in lieu of Section 315(e) of the Trust Indenture Act and such
Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act. 


SECTION
515.    Waiver of Stay or Extension Laws.    


        Each
of the Company and the Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and the Guarantor
(to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE SIX
  
  THE TRUSTEE    
    


SECTION
601.    Certain Duties and Responsibilities.    



        (a)   Except
during the continuance of an Event of Default with respect to the Securities of any series, 



        (1)   the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to such series, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and 


        (2)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 




29







 






        (b)   In
case an Event of Default has occurred with respect to Securities of any series and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture with respect to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs. 


        (c)   No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent or bad faith action, its own negligent or bad faith failure
to act, or its own willful misconduct, except that 



        (1)   this
subsection shall not be construed to limit the effect of subsection (a) of this section; 



        (2)   the
Trustee shall not be liable for any error or judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; 


        (3)   the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 



        (4)   no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. 




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this section. 




SECTION
602.    Notice of Defaults.    


        Within
90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived;  provided, however, that, except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and provided, further, that in
the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series. 


30







 



SECTION
603.    Certain Rights of Trustee.    


        Subject
to the provisions of Section 601: 



        (a)   the
Trustee may rely and shall be protected in acting or refraining from acting upon any Board Resolution, resolution, Officers' Certificate, certificate, statement,
instrument, Opinion of Counsel, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; 


        (b)   any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution; 


        (c)   whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; 


        (d)   the
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 



        (e)   the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 


        (f)    the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney; 


        (g)   the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 


        (h)   the
Trustee shall not be charged with knowledge of any default or Event of Default with respect to any Securities (other than with respect to an Event of Default
described in clause (1), (2) or (3) of Section 501) unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of Default or
(2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Securities; and 


        (i)    the
permissive rights of the Trustee enumerated herein shall not be construed as duties. 




SECTION
604.    Not Responsible for Recitals or Issuance of Securities.    



        The
recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof. 


31







 



SECTION
605.    May Hold Securities.    



        The
Trustee, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantor, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 612, may otherwise deal with, and collect obligations owed to it by, the Company or the Guarantor with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent. 


SECTION
606.    Money Held in Trust.    


        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company and the Guarantor. 


SECTION
607.    Compensation and Reimbursement.    


        The
Company and the Guarantor, jointly and severally, agree: 



        (1)   to
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust); 


        (2)   except
as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its own negligence or bad faith; and 



        (3)   to
indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is due to its own negligence or bad faith. 




        To
ensure the performance of the obligations of the Company under this section, the Trustee shall have a senior claim to which the Securities are hereby made subordinate upon all
property and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of, premium, if any, or interest on particular Securities. 


        If
the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 501(5) or (6), the expenses and compensation for the services
will be intended to constitute expenses of administration under any applicable bankruptcy law for relief of debtors. 


32









  





        The provisions of this Section 607 shall survive the resignation or removal of the Trustee and the termination of this Indenture. 



SECTION
608.    Disqualification; Conflicting Interests.    


        The
Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act. 


SECTION
609.    Corporate Trustee Required; Eligibility.    


        There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust powers having (or, in the case of the subsidiary of a bank holding company that guarantees the obligations of the Trustee
under this Indenture, such holding company's parent shall have) a combined capital and surplus of at least $50,000,000 subject to supervision or examination by Federal or State authority. If such
corporation or holding company parent publishes reports of condition at least annually, pursuant to law or the requirements of said supervising or examining authority, then for the purposes of this
section, the combined capital and surplus of such corporation or holding company parent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this section, it shall resign immediately in the manner and with the effect hereinafter specified
in this article. 


SECTION
610.    Resignation and Removal; Appointment of Successor.    


        (a)
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 611. 


        (b)
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company or the Guarantor. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. If the acceptance of appointment is substantially contemporaneous with the resignation, then the
notice called for by the first sentence of this subsection may be combined with the instrument called for by Section 611. 


        (c)
The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Trustee and to the Company and the Guarantor. 


        (d)
If at any time: 



        (1)   the
Trustee shall fail to comply with Section 608 after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder of
a Security for at least six months, or 


        (2)   the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company, the Guarantor or by any such
Holder, or 


        (3)   the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 




then,
in any such case, (i) the Company or the Guarantor by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder
who has been a bona 


33







 

fide
Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees. 


        (e)
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or
more series, the Company or the Guarantor, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities
of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Company, the Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
appointed by the Company or the Guarantor. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Guarantor or the Holders and accepted
appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


        (f)
The Company or the Guarantor shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 


SECTION
611.    Acceptance of Appointment by Successor.    


        (a)
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantor or
the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 


        (b)
In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring 


34







 



Trustee
with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates. 


        (c)
Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this section, as the case may be. 


        (d)
No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this article. 



        (e)
If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within thirty (30) days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


SECTION
612.    Merger, Conversion, Consolidation or Succession to Business.    


        Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the administration of this Indenture), shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this article, without the execution or filing of any paper or any further act on the part
of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 


SECTION
613.    Preferential Collection of Claims Against Company.    



        If
and when the Trustee shall be or become a creditor of the Company or the Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company or the Guarantor (or any such other obligor). A trustee who has resigned or been removed shall be subject to the Trust
Indenture Act Section 311(a) to the extent provided therein. 


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ARTICLE SEVEN
  
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY    
    


SECTION
701.    Company to Furnish Trustee Names and Addresses of Holders.    


        The
Company will furnish or cause to be furnished to the Trustee with respect to the Securities of each series: 



        (a)   semi-annually,
not more than fifteen days after each Regular Record Date, or, in the case of any series of Securities on which semi-annual
interest is not payable, not more than fifteen days after such semi-annual dates as may be specified by the Trustee, a list,
in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date or such semi-annual date, as the case may be, and 


        (b)   at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantor of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list is furnished; 




provided, however, that so long as the Trustee is the Security Registrar, no such list need be furnished. 


SECTION
702.    Preservation of Information; Communications to Holders.    


        The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided
in Section 701 and the names and addresses of Holders received by the Trustee. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so
furnished. 


SECTION
703.    Reports by Trustee.    


        (a)
Within 60 days after [                        ] of each year commencing with the first
[                        ] following the date of this
Indenture, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of such
[                        ],
to the extent required by Section 313(a) of the Trust Indenture Act. 


        (b)
The Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act. 


        (c)
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with the Commission and with the Company. The Company will notify the Trustee
when any Securities are listed on any stock exchange. 


SECTION
704.    Reports by Guarantor.    


        The
Guarantor shall: 



        (1)   file
with the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Guarantor may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Guarantor is not required to file information, documents or reports pursuant to either of said
sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations; and 



36







 

        (2)   file
with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company and the Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and
regulations. 




        Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee shall be entitled to
rely exclusively on Officers' Certificates). 


 
 

ARTICLE EIGHT
  
    SUCCESSOR CORPORATION    
    


SECTION
801.    When Company or Guarantor May Merge or Transfer Assets.    


        The
Guarantor may not, and may not permit the Company to, consolidate or amalgamate with or merge with or into any other Person (other than a Subsidiary) or convey, transfer, sell or
lease its
properties and assets substantially as an entirety to any Person (other than a Subsidiary), or permit any Person (other than a Subsidiary) to consolidate with or merge into such Issuer, unless: 



        (1)   either
(a) such Issuer shall be the surviving Person or (b) the surviving Person (if other than such Issuer) shall (1) be a corporation or limited
liability company organized and existing under the laws of the United States of America, any state thereof, the District of Columbia, Bermuda, the Cayman Islands or any country or state which, on the
date of this Indenture or on the date of such transaction, is a member of the Organization for Economic Co-operation and Development and (2) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of such Issuer under the Securities or the Guarantee, as applicable,
and this Indenture; 


        (2)   immediately
after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and 


        (3)   such
Issuer shall have delivered to the Trustee an Officers' Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 801 and that all conditions precedent herein provided for relating
to such transaction have been satisfied. 




        The
surviving Person of such transaction shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if
such successor had been named as such Issuer herein; and thereafter, such Issuer shall be discharged from all obligations and covenants under this Indenture and the Securities or the Guarantee, as the
case may be. Subject to Section 903, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor
Person and such discharge and release of such Issuer. 


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ARTICLE NINE
  
    AMENDMENTS & SUPPLEMENTAL INDENTURES    
    


SECTION
901.    Amendments or Supplemental Indentures without Consent of Holders.    


        The
Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or the
Guarantees without the consent of any Holder, so long as such changes (other than those in clause (1), (2) or (7)) do not materially and adversely affect the interests of the Holder: 



        (1)   to
cure any ambiguity, omission, defect or inconsistency; or 


        (2)   to
make any modifications or amendments that do not, in the good faith opinion of the Company's and the Guarantor's Board of Directors and the Trustee, adversely affect
the interests of the Holders in any material respect; or 


        (3)   to
provide for the assumption of the Company's or the Guarantor's obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as
permitted by and in compliance with Article Eight of this Indenture; or 


        (4)   to
provide any security for or additional guarantees of the Securities; or 


        (5)   to
add Events of Default with respect to the Securities; or 


        (6)   to
add to the Company's or the Guarantor's covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by
this Indenture; or 


        (7)   to
make any change necessary to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection with the
qualification of the Indenture under the Trust Indenture Act, provided that such modification or amendment does not, in the good faith opinion of the Company's Board of Directors and the Trustee,
adversely affect the interests of the Holders of the Securities in any material respect; or 


        (8)   to
provide for uncertificated Securities or Guarantees in addition to Certificated Securities or Guarantees; or 


        (9)   to
change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 


        (10) to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 


        (11) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 611(b). 




SECTION
902.    Amendments or Supplemental Indentures with Consent of Holders.    


        With
the written consent of the Holders of not less than a majority in aggregate principal amount of the Securities of such series affected by such amendment or supplement at the time
Outstanding, the Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or such series of
Securities. However, 


38







 



without
the consent of each Holder affected, an amendment to this Indenture or the Securities may not (with respect to any Securities held by a non-consenting Holder): 



        (1)   change
the Stated Maturity of the principal of, or any premium on, or any installment of interest with respect to the Securities; or 


        (2)   reduce
the principal amount of, or the rate (or modify the calculation of such principal amount or rate) of interest on the Securities or any premium payable upon the
redemption thereof or otherwise change the redemption provisions thereof; or 


        (3)   change
the currency of payment of principal of or interest on the Securities; or 


        (4)   impair
the right to institute suit for the enforcement of any payment on or with respect to the Securities; or 


        (5)   reduce
the above-stated percentage of Holders of the Securities of any series necessary to modify or amend this Indenture; or 


        (6)   modify
the foregoing requirements or reduce the percentage of Outstanding Securities necessary to waive any covenant or past default; or 



        (7)   if
the Securities are convertible, adversely affect the right of the holders to convert Securities other than as provided in or under this Indenture; or 


        (8)   release
the Guarantor from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or 


        (9)   modify
or change any provision of this Indenture or the related definitions affecting the ranking of the Securities or the Guarantee in a manner which adversely affects
the Holders or; 


        (10) modify
the foregoing requirements or reduce the percentage of Outstanding Securities necessary to waive any covenant or past default. 



39









  





        It shall not be necessary for any Act of the Holders under this Section 902 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be
sufficient if such Act approves the substance thereof. 


        After
an amendment or supplemental indenture under this Section 902 becomes effective, the Company and the Guarantor shall mail to each Holder a notice briefly describing the
amendment or supplemental indenture. 


        An
amendment or supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series. 


SECTION
903.    Execution of Supplemental Indentures.    


        The
Trustee shall sign any supplemental indenture authorized pursuant to this article if the amendment contained therein does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Officers' Certificate from each of the Company and the Guarantor and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. 


SECTION
904.    Effect of Supplemental Indentures.    


        Upon
the execution of any supplemental indenture under this article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 


SECTION
905.    Conformity with Trust Indenture Act.    


        Every
supplemental indenture executed pursuant to this article shall conform to the requirements of the Trust Indenture Act as then in effect. 


SECTION
906.    Reference in Securities to Supplemental Indentures.    



        Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this article may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee, the Guarantor and the Company, to any such supplemental indenture may be prepared and executed by the Company and the Guarantor and be authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series. 


 
 

ARTICLE TEN
  
    COVENANTS    
    


SECTION
1001.    Payment of Principal, Premium and Interest.    


        The
Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities
of that series in accordance with the terms of the Securities and this Indenture. Payments of premium, if any and interest in respect of a certificated Security may be made at the option of the
Company by wire 


40







 



transfer
of immediately available funds to the accounts specified by registered Holders as of the relevant record dates or, by checks mailed to the addresses of the registered Holders as of the
relevant record dates or at the specified offices of any Paying Agent. Payment of principal in respect of a certificated Security will only be made against presentation and, provided that payment is
made in full, surrender of the appropriate certificate at the specified offices of any Paying Agent. The Guarantor covenants that it will, as and when any amounts are due hereunder or under any
Security, duly and punctually pay such amounts as provided in the Guarantee. 


SECTION
1002.    Maintenance of Office or Agency.    


        The
Company and the Guarantor will maintain in The City of New York an office or agency where Securities of that series may be presented or surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company or the Guarantor in respect of the Securities of that series and this Indenture may be served. The Company and the Guarantor hereby
initially appoint the Trustee its office or agency for each of said purposes. The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, each of the Company and the Guarantor hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands. 


        The
Company and the Guarantor may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company or the Guarantor of its obligation to maintain an office or agency in The City of New York for such purposes. The Company and the Guarantor will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


SECTION
1003.    Money for Securities; Payments to Be Held in Trust.    


        If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum (in the currency in which the Securities of such series are payable)
sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act. 


        Whenever
the Company or the Guarantor shall have one or more Paying Agents for any series of Securities, it will, on or prior to the day that is one Business Day preceding each due date
of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum (in the currency in which the Securities of such series are payable)
sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 


        The
Company or the Guarantor will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this section, that such Paying Agent will: 



        (1)   hold
all sums held by it for the payment on the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 



41







 

        (2)   give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series including, without limitation, the Guarantor) in the
making of any payment of principal (and premium, if any) or interest on the Securities of that series; and 



        (3)   at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. 




        The
Company or the Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the
Company, the Guarantor or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 



        Any
money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantor, in trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company or the Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look, only to the Company or the
Guarantor for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company or the Guarantor as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be mailed or published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City, County and State of
New York, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any
unclaimed balance of such money then remaining will be repaid to the Company or the Guarantor. 


        The
Company shall have no obligation to make payment of principal of (or premium, if any) or interest on any Security in immediately available funds, except that if the Company shall
have received original payment for Securities in immediately available funds it shall make available immediately available funds for payment of the principal of such Securities. 


SECTION
1004.    Corporate Existence.    


        Except
as otherwise permitted under Article Eight, each of the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence and material rights (charter and statutory) and franchises; provided, however, that the Company and the Guarantor will not be
required to preserve any such right or franchise if its respective Board of Directors or senior management of the Company or the Guarantor, as the case may be, determines that the preservation thereof
is no longer desirable in the conduct of the business of the Company or the Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders. 


SECTION
1005.    Statement by Officers as to Default.    


        The
Company and the Guarantor will each deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a certificate of the
principal executive officer, principal financial officer or principal accounting officer of each of the Company and the Guarantor stating whether or not to the best knowledge of the signers thereof
the Company or the Guarantor is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and if the Company or the Guarantor shall be in default,
specifying all such defaults and the nature and status thereof of which they may have knowledge. 


42







 



SECTION
1006.    Waiver of Certain Covenants.    


        In
respect of any series of Securities, the Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 or 1005 (or any term,
provision or condition included in an indenture supplemental hereto or established pursuant to a Board Resolution solely for the benefit of such series of Securities) if before or after the time for
such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition except to the extent so expressly waived, and until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 


 
 

ARTICLE ELEVEN
  
    REDEMPTION OF SECURITIES    
    


SECTION
1101.    Applicability of Article.    


        Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this article. In addition, unless expressly prohibited in an indenture supplement hereto or in the Authorizing Resolutions with
respect to any series of Securities, the Company may purchase, acquire or otherwise hold Securities. 


SECTION
1102.    Election to Redeem; Notice to Trustee.    


        The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of
any series, the Company and the Guarantor shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed, such notice to be accompanied by a written statement signed by an authorized officer of the
Company and the Guarantor stating that no defaults in the payment of interest or Events of Default with respect to the Securities of that series have occurred (which have not been waived or cured). In
the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company and the
Guarantor shall furnish the Trustee an Officers' Certificate evidencing compliance with such restriction. 


SECTION
1103.    Selection by Trustee of Securities to Be Redeemed.    



        Other
than as set forth in Section 1203, if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than
60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, as follows: 



        (i)    if
the Securities are listed at such time on a national securities exchange, either pro rata or by lot, or if such methods are not in compliance with the requirements of
such exchange, in compliance with the requirements of such exchange, or 



        (ii)   if
the Securities are not so listed, either pro rata or by lot or by such method as the Trustee in its sole discretion shall deem fair and appropriate and which may
provide for the selection or redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination for Securities of that series. 



43







 





        The
Trustee shall promptly notify the Company and the Guarantor in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed. 


        For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or
to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 


SECTION
1104.    Notice of Redemption.    



        Notice
of redemption shall be given from the Company, the Guarantor or the Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not such Holder receives the notice. Failure to give notice by mail, or any defect in the notice to any such Holder in respect of any Security, shall not affect the
validity of the proceedings for the redemption of any other Security. 


        All
notices of redemption shall state: 



        (1)   the
Redemption Date; 


        (2)   the
Redemption Price and any accrued interest; 


        (3)   if
less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the
particular Securities to be redeemed; 


        (4)   that
on the Redemption Date the Redemption Price and any accrued interest will become due and payable upon each such Security to be redeemed together with accrued
interest thereon and, if applicable, that interest thereon will cease to accrue on and after said date; 


        (5)   the
place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest; 


        (6)   that
the redemption is for a sinking fund, if such is the case; and 


        (7)   the
CUSIP number and, if applicable, the ISIN number, of the Securities being redeemed. 




        Notice
of redemption of Securities to be redeemed at the election of the Company or the Guarantor shall be given by the Company, the Guarantor or, at the Company's or Guarantor's
request, by the Trustee in the name and at the expense of the Company or the Guarantor. 


SECTION
1105.    Deposit of Redemption Price.    



        On
or prior to the day that is one Business Day preceding any Redemption Date, the Company or the Guarantor shall deposit with the Trustee or with a Paying Agent (or, if the Company or
the Guarantor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency of the applicable series, in funds immediately
available on the due date, sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date. 


SECTION
1106.    Securities Payable on Redemption Date.    



        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified
together with accrued interest thereon, and from and after such date (unless the Company or the Guarantor 


44







 

shall
default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that installments of interest whose Stated Maturity is on the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 307. 


        If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the Security. 


        The
Trustee shall not redeem any Securities of any series pursuant to this article (unless all Outstanding Securities of such series are to be redeemed) or mail or give any notice of
redemption of Securities during the continuance of an Event of Default hereunder known to the Trustee with respect to such series, except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company or the Guarantor a sum sufficient
for such redemption. Except as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the continuance of such Event of Default, be deemed to have been collected under
Article Five and held for the payment of all such Securities of such series. In case such Event of Default shall have been waived as provided in Section 513 or the default cured on or before
the sixtieth day preceding the Redemption Date, such moneys shall thereafter be applied in accordance with the provisions of this article. 


SECTION
1107.    Securities Redeemed in Part.    


        Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company, the Guarantor or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, the Guarantor shall execute Guarantees on and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same
series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 


 
 

ARTICLE TWELVE
  
    SINKING FUNDS    
    


SECTION
1201.    Applicability of Article.    



        The
provisions of this article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301
for Securities of such series. 


        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in
excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series. 


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SECTION 1202.    Satisfaction of Sinking Fund Payments with Securities.    


        The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 


SECTION
1203.    Redemption of Securities for Sinking Fund.    



        Not
less than 60 days prior to each sinking fund payment date for any series of Securities, the Company (1) will deliver to the Trustee an Officers' Certificate
(A) stating that no defaults in the payment of interest or Events of Default with respect to Securities of that series have occurred (which have not been waived or cured), (B) specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of Securities of that series, (C) stating whether or not the Company intends to exercise its right, if
any, to make an optional sinking fund payment with respect to such series on the next ensuing sinking fund payment date and, if so, specifying the amount of such optional sinking fund payment and
(D) specifying the portion of such sinking fund payment, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 1202 and (2) will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities of such series to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1105, 1106 and 1107. Failure of the Company, on or before any such 60th day, to deliver such Officers' Certificate and Securities
specified in this section, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (a) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and
(b) that the Company will make no optional sinking fund payment with respect to Securities of such series as provided in this article. 


        The
Trustee shall not redeem or cause to be redeemed any Security of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the mailing of notice of redemption
of any Securities shall therefore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Securities of such series. In case such
Event of Default shall have been waived as provided in Section 513 or the default cured on or before the 60th day preceding the sinking fund payment date, such moneys shall thereafter be
applied on the next succeeding sinking fund payment date in accordance with this section to the redemption of such Securities. 


46







 



        This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. 


 
 

ARTICLE THIRTEEN
  
    GUARANTEE OF SECURITIES    
    


SECTION
1301.    Unconditional Guarantee.    


        Subject
to the provisions of this Article Thirteen, the Guarantor hereby unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company to the Holders or
the Trustee hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest on the Securities will be duly and punctually paid in full when due, whether at maturity, by
acceleration, call for redemption or otherwise and all obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under
Section 607 hereof) or under the Securities (including fees, expenses or other disbursements) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at
maturity, by acceleration, call for redemption, purchase or otherwise (all such obligations guaranteed by the Guarantor, the "Guaranteed Obligations").
Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, the Guarantor will be obligated to pay, or to
perform or cause the performance of the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the
Holders of Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. 


        The
Guarantor agrees to pay any and all fees and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this
Article Thirteen with respect to the Guarantor. 


        Without
limiting the generality of the foregoing, this Guarantee guarantees, to the extent provided herein, the payment of all amounts that constitute part of the Guaranteed Obligations
and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company. 


        No
stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall have any personal liability under this Guarantee by reason of his,
her or its status as such stockholder, officer, director, employee or incorporator 


SECTION
1302.    Execution and Delivery of Guarantee.    


        The
Guarantee to be endorsed on the Securities pursuant to Section 204 shall be deemed to include the terms of the Guarantee set forth in this Article Thirteen. The Guarantor
hereby agrees to execute the Guarantee in the form established pursuant to Section 204 to be endorsed on each Security authenticated and delivered by the Trustee. 



        The
Guarantee shall be executed on behalf of the Guarantor by an Officer of the Guarantor. The signature of such Officer on the Guarantee may be manual or facsimile. 


47







 



        A
Guarantee bearing the manual or facsimile signature of an individual who was at any time the proper officer of the Guarantor shall bind the Guarantor, notwithstanding that such
individual has
ceased to hold such office prior to the authentication and delivery of the Security on which the Guarantee is endorsed or did not hold such office at the date of the Guarantee. 



        The
delivery of any Security by the Trustee after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the respective
Guarantor. The Guarantor hereby agrees that the Guarantee set forth in this Article Thirteen and in Section 204 shall remain in full force and effect notwithstanding any failure to endorse a
Guarantee on any Security. 


SECTION
1303.    Obligations of the Guarantor Unconditional.    


        Nothing
contained in this Article Thirteen or elsewhere in this Indenture or in any Security is intended to or shall impair, as between the Guarantor and the Holders and the Trustee, the
obligation of the Guarantor, which is absolute and unconditional, to pay to the Holders and the Trustee the principal of (and premium, if any) and interest on the Securities (and to the Trustee
amounts due under Section 607) as and when the same shall become due and payable in accordance with the provisions of this Guarantee, nor shall anything herein or therein prevent the Trustee or
any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture. Without limiting the generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not affect the liability of the Guarantor hereunder: 



        (a)   the
lack of validity, regularity or enforceability of this Indenture or the Securities with respect to the Company or any agreement or instrument relating thereto; 


        (b)   any
change in the time, manner or place of payment of, or in any other term of any of the Securities, or any other amendment or waiver of or any consent to departure
from this Indenture; 


        (c)   any
amendment or modification of or deletion from or addition or supplement to or other change in the Guarantee, the Indenture or the Securities or any other instrument
or agreement applicable to any of the parties to the Guarantee, the Indenture or the Securities; 



        (d)   any
furnishing or acceptance of any security or any guarantee or other liability of any Subsidiary or any other party, or any release of any security or any guarantee or
other liability of any Subsidiary or any other party, for the Guaranteed Obligations, or the failure of any security or any guarantee or other liability of any Subsidiary or any other party or the
failure of any Person to perfect any interest in any collateral; 


        (e)   any
failure, omission or delay on the part of the Company to conform or comply with any term of the Indenture or the Securities or any other instrument or agreement
referred to in paragraph (a)
above, including, without limitation, failure to give notice to the Guarantor or the Trustee of the occurrence of an Event of Default; 



        (f)    any
waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Guarantee, the Indenture or the
Securities, or any other waiver, consent, extension indulgence, compromise settlement release or other action or inaction under or in respect of the Guarantee, the Indenture or the Securities or any
other instrument or agreement referred to in paragraph (a) above or any obligation or liability of the Company or any exercise or non-exercise of any right, remedy, power or
privilege under or in respect of any such instrument or agreement or any such obligation or liability; 


        (g)   any
failure, omission or delay on the part of the Trustee or any Holder of Securities to enforce, assert, exercise or continue exercising any right, power or remedy
conferred on it in the Guarantee or the Indenture, or any such failure, omission or delay on the part of the Trustee or 



48







 




any
Holder of Securities in connection with the Guarantee, the Indenture or the Securities, or any other action on the part of the Trustee or any Holder of Securities; 


        (h)   the
assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person; 



        (i)    any
voluntary or involuntary bankruptcy, insolvency, suspension of payments, reorganizations, arrangement, readjustment, assignment for the benefit of creditors,
receivership, liquidation or similar proceedings with respect to the Company, the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee,
receiver or similar officer or by any court in any such proceeding; 


        (j)    any
limitation on the liability or obligations of the Company or any other Person under the Guarantee, the Indenture or the Securities, or any partial discharge,
cancellation or unenforceability of the Guarantee, the Indenture or the Securities or any other agreement or instrument referred to in paragraph (c) above or any term hereof, to the extent not
mutually agreed upon by the parties hereto; 


        (k)   any
merger or consolidation of the Company or the Guarantor into or with any other corporation or any sale, lease or transfer of any of the assets of the Company or the
Guarantor to any other Person; 


        (l)    any
change in the ownership of any shares of Capital Stock of the Guarantor, or any change in the corporate relationship between the Company and the Guarantor, or any
termination of such relationship, or any change in the corporate existence, structure, or ownership of the Company; 



        (m)  any
release or discharge, by operation of law, of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in the Guarantee,
the Indenture or the Securities; 


        (n)   any
action, failure, omission or delay on the part of the Trustee or any Holder of Securities that may impede any Guarantor from acquiring or subrogating such Holders or
Trustee's rights or benefits; or 


        (o)   any
other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other
circumstance that might otherwise constitute a legal defense or discharge of the liabilities of the Guarantor or that might otherwise limit recourse against the Guarantor; it being the intent of the
Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Securities. 




        The
Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of the Securities is rescinded or must
otherwise be returned by the Trustee, any Holder or any other Person upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment or performance had not
been made or occurred. In the event that any payment or any part thereof is rescinded or must otherwise be returned, the Securities shall be reinstated and deemed reduced only by such amount paid and
not so rescinded or returned. The obligations of the Guarantor under the Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment,
counterclaim or defense or for any other reason. 


49







 

SECTION
1304.    Waivers.    


        The
Guarantor hereby irrevocably waives, to the extent permitted by applicable law: 



        (a)   promptness,
demand for payment, diligence, presentment, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and the Guarantee; 


        (b)   any
requirement that the Trustee, any Holder or any other Person protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right, sue or
take any action against the Company or any other Person, or obtain any relief pursuant to this Indenture or pursue any other available remedy prior to making a claim against the Guarantor hereunder; 


        (c)   all
right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Indenture or the Securities; 


        (d)   filing
of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice
with respect to such Security or the Indebtedness evidenced thereby and all demands whatsoever; 



        (e)   any
defense arising by reason of any claim or defense based upon an election of remedies by the Trustee or any Holder that in any manner impairs, reduces, releases or
otherwise adversely affects its subrogation, contribution or reimbursement rights or other rights to proceed against the Company or any other Person; 


        (f)    any
right to which it may be entitled to have the assets of the Company first be used as payment of the Company's or the Guarantor's obligations hereunder prior to any
amounts being claimed from or paid by the Guarantor hereunder; or 



        (g)   any
duty on the part of the Trustee or any Holder to disclose to the Guarantor any matter, fact or thing relating to the business, operation or condition of the Company
and its assets now known or hereafter known by the Trustee or such Holder. 




SECTION
1305.    Amendment, Etc.    


        No
amendment, modification or waiver of any provision of this Indenture relating to the Guarantor or consent to any departure by the Guarantor or any other Person from any such provision
will in any event be effective unless it is signed by the Guarantor and the Trustee. 


[Signature
page to follow] 


50









   
        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. 



	 	 	ARCH CAPITAL GROUP (U.S.) INC.
	

 	
 	

 	

 
	 	 	By:	 
	 	 	 	
 Name:

Title:





	Witnessed in the presence of:	 	 	 	 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 	 	 
	

Dated:	
 	

 	
 	

 





	

 	
 	

[NAME OF TRUSTEE]

        as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




51







 

        IN
WITNESS WHEREOF, ARCH CAPITAL GROUP LTD., as Guarantor, has caused this Indenture to be duly executed as a deed the day and year first before written. 



	The common seal of	 	)	 
	ARCH CAPITAL GROUP LTD.	 	)	 
	was hereunto	 	)	 
	affixed in the	 	)	 
	presence of:	 	)	 





	
By:	
 	

 	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 	 	 
	

Witness:	
 	

 	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 	 	 




52











QuickLinks


TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



RECITALS OF THE COMPANY

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE TWO SECURITY FORMS


ARTICLE THREE THE SECURITIES


ARTICLE FOUR SATISFACTION AND DISCHARGE


ARTICLE FIVE REMEDIES


ARTICLE SIX THE TRUSTEE


ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE EIGHT SUCCESSOR CORPORATION

ARTICLE NINE AMENDMENTS & SUPPLEMENTAL INDENTURES


ARTICLE TEN COVENANTS

ARTICLE ELEVEN REDEMPTION OF SECURITIES

ARTICLE TWELVE SINKING FUNDS


ARTICLE THIRTEEN GUARANTEE OF SECURITIES